overview of the core gold takeover offer · 2019-10-03 · core gold takeover presentation |...

OVERVIEW OF THE CORE GOLD TAKEOVER OFFER

Creating an Emerging Ecuador and Peru Focused Gold Explorer, Developer and Producer

CORE GOLD TAKEOVER PRESENTATION | OCTOBER 2019

NOT AN OFFER OF SECURITIES

This presentation has been prepared by Titan Minerals Limited (“Titan” or the “Company”) and is provided for informational

purposes only. This presentation does not constitute or contain an offer, invitation, solicitation or recommendation with respect to

the purchase or sale of any securities of Titan or Core Gold Inc. (“Core”) This presentation does not constitute an offer to sell, or a

solicitation of an offer to buy, any securities in any jurisdiction (in particular, the United States), or a securities recommendation.

This presentation is not a prospectus, product disclosure statement or other offering document under Australian law or any other

law, and will not be lodged with the Australian Securities and Investments Commission.

SUMMARY INFORMATION

This presentation contains a summary of information about Titan, Core, their assets, and the offer by Titan to acquire all the

outstanding shares in Core. The information included in this presentation in respect to Core and is business has been derived

solely from publically available sources of information published by Core. The information in this presentation does not purport to

be complete or to contain all the information which a prospective investor may require in evaluating a possible investment in Titan

or Core, or that would be required in a prospectus or a product disclosure statement prepared in accordance with the

Corporations Act 2001 (Cth) (Corporations Act) or under Canadian law. This presentation also does not purport to be a complete

summary of all of the terms and conditions of the offer by Titan for all of the issued and outstanding common shares of Core

(“Offer”). Reference should be had to the take-over bid circular released by Titan on 30 September 2019, which will be made

available on Core’s profile at www.sedar.com.

NO LIABILITY

To the extent permitted by law, Titan makes no guarantee representation or warranty expressed or implied as to the accuracy,

reliability, correctness, completeness or adequacy of any statements, estimates, options, conclusions or other information

contained in this presentation. To the maximum extent permitted by law, Titan and each of its affiliates and its directors, officers,

employees, associates, advisers and agents expressly disclaims any and all liability, including, without limitation, any liability

arising out of fault or negligence, for any loss arising from the use of or reliance on information contained in this presentation

including representations or warranties or in relation to the accuracy or completeness of the information, statements, opinions,

forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for omissions from, this

presentation including, without limitation, any financial information, any estimates or projections and any other financial

information derived therefrom. Statements in this presentation are made only as of the date of this presentation unless otherwise

stated and the information in this presentation remains subject to change without notice. To the extent permitted by law, no

responsibility or liability is assumed by Titan or any of its affiliates and its directors, officers, employees, associates, advisers and

agents for updating any information in this presentation or to inform any recipient of any new or more accurate information or any

errors or mis-descriptions of which Titan and any of its affiliates or advisers may become aware.

CAUTIONARY NOTE FOR FOREIGN RESOURCE ESTIMATE

The information in this announcement relating to Mineral Resource Estimates for the Dynasty Goldfield Project is a foreign

estimate and is not reported in accordance with the JORC Code. A competent person has not done sufficient work to classify this

foreign estimate as a mineral resource in accordance with the JORC Code and it is uncertain that following further exploration

work that this foreign estimate will be able to be reported as a mineral resource in accordance with the JORC Code.

FORWARD LOOKING STATEMENTS

Forward looking statements or information in this presentation include, among other things, statements regarding the current

assets of both Titan and Core; planned exploration and development activities and expenditures; market reaction to the Offer;

Titan’s ability to achieve its goals, including receipt of necessary securityholder approvals; planned changes to plant and

equipment; statements regarding and assuming the commencement and/or completion of the Offer; and timing of the completion

of the Offer.

In making the forward looking information or statements contained in this presentation, assumptions have been made regarding,

among other things: general business, economic and mining industry conditions; interest rates and foreign exchange rates; the

continuing accuracy of mineral resource estimates; geological and metallurgical conditions (including with respect to the size,

grade and recoverability of mineral resources); the supply and demand for commodities and precious metals and the level and

volatility of the prices of gold; market competition; the ability of the Titan to raise sufficient funds from capital markets and/or debt

to meet its future obligations and planned activities and that unforeseen events do not, the stability and predictability of the

political environments and legal and regulatory frameworks in Ecuador and Peru including with respect to, among other things,

the ability of Titan and Core to obtain, maintain, renew and/or extend required permits, licences, authorizations and/or approvals

from the appropriate regulatory authorities; that contractual counterparties perform as agreed; and the ability of Titan (and Core

following the successful completion of the Offer) to continue to obtain qualified staff and equipment in a timely and cost-efficient

manner to meet its demand.

FORWARD LOOKING STATEMENTS (CONT’D)

Actual results could differ materially from those anticipated in the forward-looking information or statements contained in this

presentation as a result of risks and uncertainties (both foreseen and unforeseen), and should not be read as guarantees of

future performance or results, and will not necessarily be accurate indicators of whether or not such results will be achieved.

These risks and uncertainties include the risks normally incidental to exploration and development of mineral projects and the

conduct of mining operations (including exploration failure, cost overruns or increases, and operational difficulties resulting

from plant or equipment failure, among others); the inability to obtain required financing when needed and/or on acceptable

terms or at all; risks related to operating in South America, risks related to title to mineral properties; the risk of adverse

changes in commodity prices; the risk that the exploration for and development of mineral deposits may not be successful; the

inability of either company to obtain, maintain, renew and/or extend required licences, permits, authorizations and/or

approvals from the appropriate regulatory authorities and other risks relating to the legal and regulatory frameworks including

adverse or arbitrary changes in applicable laws or regulations or in their enforcement; competitive conditions in the mineral

exploration and mining industry; that mineral resource estimates are only estimates and actual metal produced may be less

than estimated in a mineral resource; the risk that Titan or Core will be unable to delineate additional mineral resources; risks

related to environmental regulations and cost of compliance, as well as costs associated with possible breaches of such

regulations; uncertainties in the interpretation of results from drilling; the possibility that future exploration, development or

mining results will not be consistent with expectations; inflation pressures which may increase the cost of production or of

consumables beyond what is estimated in studies and forecasts; changes in exchange and interest rates; risks related to the

activities of artisanal miners, whose activities could delay or hinder exploration or mining operations; the risk that third parties

to contracts may not perform as contracted or may breach their agreements; the risk that plant, equipment or labour may not

be available at a reasonable cost or at all, or cease to be available, or in the case of labour, may undertake strike or other

labour actions; the inability to attract and retain key management and personnel; and the risk of political uncertainty, terrorism,

civil strife, or war in the jurisdictions in which Titan or Core operates, or in neighbouring jurisdictions which could impact on

Titan or Core's exploration, development and operating activities.

This announcement also contains mineral “resource” estimates. Information relating to mineral “resources” contained in this

announcement is considered forward looking information in nature, as such estimates are estimates only, and that involve the

implied assessment of the amount of minerals that may be economically extracted in a given area based on certain judgments

and assumptions made by qualified persons, including the future economic viability of the deposit based on, among other

things, future estimates of commodity prices. Such estimates are expressions of judgment and opinion based on the

knowledge, mining experience, analysis of drilling results and industry practices of the qualified persons making the estimate.

Valid estimates made at a given time may significantly change when new information becomes available, and may have to

change as a result of numerous factors, including changes in the prevailing price of gold. By their nature, mineral resource

estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. If

such mineral resource estimates are inaccurate or are reduced in the future (including through changes in grade or tonnage),

this could have a material adverse impact on operating and financial performance. Mineral resources that are not mineral

reserves do not have demonstrated economic viability. Due to the uncertainty that may be attached to inferred mineral

resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or

measured mineral resource as a result of continued exploration.

Although the forward-looking statements contained in this announcement are based upon what Titan believe are reasonable

assumptions, Titan cannot provide assurance that actual results or performance will be consistent with these forward-looking

statements. The forward-looking information and statements included in this presentation are expressly qualified by this

cautionary statement and are made only as of the date of this presentation. Titan has no obligation to publicly update or revise

any forward-looking information except as required by applicable securities laws.

NOT FINANCIAL PRODUCT ADVICE

This presentation does not it constitute financial product advice and does not consider any investor’s personal investment

objectives, taxation situation, financial situation or needs. This presentation consists purely of factual information and does not

involve or imply a recommendation of a statement of opinion in respect of whether to buy, sell or hold a financial product. An

investment in Titan or Core is considered to be speculative in nature. Before making any investment decision in connection

with any acquisition of securities, investors should consult their own legal, tax and/or financial advisers in relation to the

information in, and action taken on the basis of, this presentation.

DISCLAIMER AND FORWARD-LOOKING STATEMENTS


Company Ticker ASX:TTM

Current Share Price (as at 2 Oct 19) A$0.185

Issued Share Capital Outstanding 296.6m

Market Capitalisation A$54.9m

Options & Performance Rights ~14.1m (4.5% of fully diluted)

Fully Diluted Market Cap A$57.5m

Cash & Equivalents(1) A$8.6m

Debt A$4.6m

Capital Structure (A$m)

(1) As at 30 June 2019, Reported Quarterly Cash position plus completion of A$6M private

placement on 5 August 2019

COMPANY SNAPSHOT

Company Background

47% Other TTM

Shareholders

23% Australian

Nominee Held(Institutional & Foreign

Investment)

22% Other Top 20

• Tribeca

• Regal

• Terra Capital

• R. Stanley

• Other

8% Board &

Management

Share Registry (as at 25 September 2019)

▪ ASX-listed, emerging Peruvian copper/gold company with development and exploration assets focussed on the Andean

Terrane of South America

▪ Cash flowing from the wholly owned Vista Gold Plant and well positioned to develop its early stage Peruvian exploration

properties, the Coriorcco gold project and the Torrecillas project, with an option to acquire 85% of the Las Antas gold project

▪ Established team with a record of turning around undervalued assets and a significant in-house exploration, processing and

metallurgical team


▪ Current Non-Executive Director of Titan Minerals

▪ Current Director of Corporate Development of Galaxy Resources (ASX:GXY, market cap: ~A$860M(1))

▪ Founder and Non-Executive Director of Cobalt One, which merged with First Cobalt (TSXV:FCC) in 2017

Nick Rowley

Non-Exec Director

▪ Founding Partner of Urban Capital Group, a private equity and fund management group

▪ Director of Andina Resources for 7 years

Matthew Carr

Executive Director

▪ Former COO and Executive Vice President of Dundee Precious Metals (TSX:DPM, market cap: C$820M(1)),

former Vice President Project Development at Gabriel Resources, and former CEO of Navan Mining PLC

▪ Chartered Professional Engineer with 30 years of experience in mining project evaluation and development

▪ Completed Masters of Science in Management Degree from Stanford University Graduate School of Business

Laurence Marsland

Managing Director

LEADERSHIP: BOARD & EXECUTIVE TEAM

▪ Holds a BSc from Colorado School of Mines in Geological Engineering, and a MSc in Ore Deposit Geology and

Evaluation from The University of Western Australia

▪ Experience with Newmont Mining, Hecla Mining, Golden Predator, TetraTech, and International Goldfields

▪ Non-Executive Director with Exore Resources Ltd and Alicanto Minerals Ltd

Travis Schwertfeger

Chief Geologist

▪ Practised as a barrister and solicitor for 40 years, having been a partner with Robinson Cox (subsequently

Clayton Utz) from 1983 to 2002

▪ Director of WA Country Health Service

▪ Former Director and Chair of Fleetwood Corporation Limited

Michael Hardy

Non-Executive

Chairman

▪ Geologist with over 15 years of experience; former Senior Geologist with First Quantum Minerals

▪ Previous experience in Andean Terranes, porphyry-epithermal systems, and copper-gold projects throughout

Alaska, South America, and North Africa

▪ BSc. in Geology from New Mexico Institute of Mining and Technology

Sam Pierce

Exploration Manager

▪ Holds a BSc from University of Arizona in Mining Engineering

▪ Former VP Operations for SilverCrest Mines, and previously with New Gold, Mine Finders, Knight Piésold and

James Askew Associates

▪ Extensive operational and development experience though South America, Central America and Mexico

Brent MacFarlane

Proposed

Ecuador Manager

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LAS ANTAS GOLD PROJECT▪ >5km surface gold anomaly

▪ Geochemical and IP surveys completed by previous

operators

▪ Exploration abruptly ceased in 2012 with limited drilling

▪ Earn-in agreement with purchase option to acquire up

to 85% interest(3)

VISTA GOLD PLANT▪ Brand new CIP gold plant licensed for 350tpd operations and nameplate capacity of 150tpd in current operation(1)

▪ Infrastructure and key personnel well equipped to expand acquisition and processing of mineralized material

▪ Average head grades range from 17.7 to 24.4 g/t gold

CORIORCCO GOLD PROJECT▪ 100% held epithermal gold vein project with 2,000ha

area

▪ Early stage exploration project, 80km SE of Vista Plant(2)

▪ No previous drilling

▪ Project is ready for early stage development for small-

scale mining within trucking distance of the Vista Plant

TITAN ASSET OVERVIEW – PERU


STRONG SHAREHOLDER SUPPORT

Since relisting as Titan on the ASX in late 2017, the Company has successfully raised A$23M via private placements to institutional and

sophisticated investors in order to fund the Company’s targeted expansion programme. Over A$8M (US$5.5M) of investment made into

Core to date through exploration and database support, direct equity financing (US$3M) and securing of Core debt (US$1.5M)

Company Track Record

-

0.05

0.10

0.15

0.20

0.25

0.30

0.35

0.40

0.45

Oct-17 Dec-17 Feb-18 Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Apr-19 Jun-19 Aug-19

26 March 2018

Implementation Agreement to

acquire Andina Resources

13 October 2017

Reinstatement to ASX

subsequent to A$6M

oversubscribed Public

Offer

17 April 2018

Agreement to acquire producing

Mirador copper and gold plant

22 May 2018

Receives commitments from institutional

and sophisticated investors for A$11M in

an oversubscribed capital raise

24 July 2018

Completes

acquisition of

Andina Resources

11 September 2018

Announces decision to not proceed with

acquisition of the Mirador plan

14 January 2019

Binding agreement to acquire up to an

85% interest in the Las Antas Gold

Project in Peru

25 February 2019

Announces Plan of

Arrangement with Core

23 April 2019

Announces binding agreement to acquire

100% of the Coriorcco Gold Project

4 June 2019

Announces fully underwritten

A$20M private placement

subject to the closing of the

Titan / Core Plan of

Arrangement

5 August 2019

Closes on A$6M

Private Placement

1 October 2019

Announces

takeover offer of

Core

16 September 2019

Titan purchase of

US$1.5M of Core

debt and intention to

bid announced

Ac/sh

Source: CapIQ

Oct-19


Overview of the Offer to Acquire Core


OFFER TO ACQUIRE CORE GOLD

▪ Titan Minerals has made an offer to acquire all of the outstanding shares of Core which it does not already own

▪ Titan is offering 2.5 fully paid Titan shares in exchange for each share of Core

▪ The Titan offer represented a premium of 164% to the Core share price at the time that Titan announced its intention to make the offer

▪ The offer is available to all Core shareholders in Canada until 9:00am on 14 January 2020

Offer to Acquire Core(1)

Offer Highlights

Compelling

Premium

▪ Titan is offering 2.5 Titan shares for each Core Share which at the time that the intention to make an offer was

announced represented a 164% premium to the Core share price

Support of

Shareholders

▪ At the time of the offer, shareholders holding 7.4% of all Core’s outstanding shares had entered into

agreements to accept the offer

More Robust

Company / Team

▪ The Combined Entity will benefit from the Titan team’s extensive track record of success in the Australian

mining market including Galaxy Resources Limited and Cobalt One Limited (sold to First Cobalt Corp.)

Diversified Asset

Base

▪ Post transaction, the Combined Entity will benefit from a diversified asset base, increased reserves and cash

flow generation from expanded gold production capability, while maintaining exposure to the Dynasty

Goldfield Project growth in Ecuador

Mining Friendly

ASX Exposure

▪ Post transaction, Titan will be listed on the ASX where Titan believes it will attract an enhanced capital

markets profile and receive the potential for a value re-rating in line with ASX-listed precious metals peers

Core

Representation

▪ It is proposed that post transaction, the Titan board will be expanded to seven and include three nominees of

Core, ensuring that the company retain Core’s knowledge, skill set and regional expertise

Ability to Raise

Capital

▪ Strong shareholder base and equity market support. Proven ability to raise capital with strong financial support

▪ US$4.5M of direct investment into Core


--

0.20

0.40

0.60

0.80

Feb-19 Apr-19 Jun-19 Aug-19

Implied Offer Price Core Share Price

Offer Premium vs. Core Share Price(CAD)

OFFER SUMMARY

(1) Price as of 25 June, Titan’s last trading day prior to announcing its intent to make this offer

(2) Bank of Canada exchange rate as of 13 September 2019

(3) Market data as of 2 October 2019

Offer Premium Calculation

Titan Share Price (in AUD) (1) (AUD) 0.185

AUD / CAD Exchange Rate (2) (AUD / CAD) 0.9123

Titan Share Price (in CAD) (CAD) 0.169

Titan Shares Offered per Core Share 2.5

Offer Consideration in CAD (CAD) 0.422

Core Share Price on September 13, 2019 (CAD) 0.160

Offer Premium to Core Share Price (%) 164%

Summary Offer

Terms

▪ Titan is offering 2.5 Titan shares for each Core

Share which at the time that the intention to make

an offer was announced represented a 164%

premium to the Core share price

Summary Offer

Conditions

▪ Minimum acceptance by 50.1% of Core shares

which Titan does not already own

▪ Approval from the shareholders of Titan to issue

the consideration shares

▪ No Material Adverse Changes

▪ If more than 66⅔% of issued and outstanding

Core Shares are taken up in the offer, Titan plans

to acquire any Core Shares not deposited to the

offer in a second-step transaction

2 Oct 19

Titan Price: CAD$0.160

Implied Offer: CAD$0.401

Core Price: CAD$0.220

Premium: 82%(3)

Core’s Share Price Increased by 38% Since Titan’s Intention to Offer Announcement

13 Sep 19

Day Before Titan Intends to

Acquire Core

38% increase in Core

share price since announcement

Premium at Announcement: 164%


Proforma Company – Asset OverviewCreating an Emerging Ecuador and Peru

Focused Gold Explorer, Developer and Producer


Country Overview

▪ Located at the “hinge” of the Andes between mineral-rich Peru and

Colombia

▪ Since 2015, Ecuador has attracted significant mining investment

inflows through the creation of a Ministry of Mining and the

implementation of favorable tax and operating laws for mining

companies

▪ Notable recent strategic and financial investors: BHP (2018),

Newcrest (2016), First Quantum (2017), Anglo American (2018),

Blackstone (2017), Orion (2017)

▪ Government targeting US$4.6bn in investments by 2021

▪ Ecuador expects to employ 16,000 people in the country’s mining

sector by 2020 (vs. 3,700 in 2017)

▪ In 2017, Ecuador was named “Best Country of the Year” at the

Mines & Money Show in Toronto, Canada

No gold export

restrictions

Friendly Mining

Ministry &

Government

Stable mining

laws

Underexplored

vs. Peru or

Colombia

ECUADOR: A NEW MINING ERA

$49 $61

$37 $30 $30 $27

$64

$36

$67

$138

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Exploration Budget in Ecuador (US$M)

Copper Gold

Compelling Mining Investment Rationale

Ecuador’s Mining Projects

Precious Metals

Base Metals

Specialty Metals

Mining ClaimsSource: S&P Global Market Intelligence

Source: S&P Global Market Intelligence

High concentration

of exploration in

Southern Ecuador

CORE GOLD TAKEOVER PRESENTATION | OCTOBER 2019 PAGE 11

PROFORMA ASSET OVERVIEW

DYNASTY GOLDFIELD PROJECT▪ Indicated Resource: 991koz Au (6.6Mt @ 4.7 g/t Au)(1)

▪ Inferred Resource: 1.1Moz Au (7.8Mt @ 4.4 g/t Au)(1)

COPPER DUKE PROJECT▪ Early stage major copper-gold porphyry complex

CORIORCCO GOLD PROJECT▪ 100% held epithermal gold vein project with 2,000ha area

▪ Early stage epithermal gold project, 80km E of Vista Plant

LINDEROS GOLD PROJECT▪ Early stage, high-grade gold discovery by Core in 2017

LAS ANTAS GOLD PROJECT▪ Early stage, high sulphidation bulk tonnage gold target

VISTA GOLD PLANT▪ CIP gold plant licensed for 350tpd operations and nameplate capacity of

150tpd in current operation

▪ Average head grades range 17.7 to 24.4 g/t gold

PORTOVELO GOLD PLANT ▪ Currently largest fully-permitted operating CIP plant in Ecuador

▪ Cash flow generating asset in Ecuador

ZARUMA PROJECT▪ Legacy project with previous production and >5Moz historical production

in the district


Category oz Au Au g/t oz Ag Ag g/t Tonnes

Indicated 991,000 4.65 7,673,000 36 6,622,000

Inferred 1,113,000 4.42 9,151,000 36 7,824,000

DYNASTY GOLDFIELDThe Dynasty Gold District has a Robust Exploration Portfolio to Execute a Near-Term Drill Program

Mineral Resource Estimate (7 May 2019)(1)(2)

▪ Located 15km from Pan American Highway

▪ 9km vein corridor, with 4km drill gap containing strong

surface gold anomalism – only 26,700m from 201 holes drilled

on <4km strike

▪ Significant upside potential with additional drilling

▪ First open pit gold mine permitted for production in Ecuador

▪ Cerro Verde small scale mining exploited 4 of 120 veins in

resource through 2018 – extracted 44% more tonnes than

estimated from modeled veins

▪ Additional 6 ‘blind’ veins discovered in small-scale mining

process. In total, 69% more tonnes at 15% lower grade

extracted versus current resource estimate

Note: Foreign Mineral resource estimate effective 31 December 2018. See “Notes

to Mineral Resources” and “Foreign Estimate Related Disclosure”

The information in this presentation relating to Mineral Resource Estimates for the

Dynasty Goldfield Project is a foreign estimate and is not reported in accordance

with the JORC Code. A competent person has not done sufficient work to classify

this foreign estimate as a mineral resource in accordance with the JORC Code

and it is uncertain that following further exploration work that this foreign estimate

will be able to be reported as a mineral resource in accordance with the JORC

Code.


COPPER DUKE

▪ 13 contiguous concessions totalling ~13,000ha

▪ Environmental License (drilling permit) received(1)

▪ Multi-phase porphyry system, includes two styles of mineralization:

1) porphyry copper-gold associated with hornblende porphyry, and

calcite healed breccia zones

2) epithermal gold bearing quartz magnetite vein system

▪ Large gold/copper anomalies >50km2 including trenching(2):

o Lumapamba: a copper-gold mineralized intrusive breccia pipe

exposed in exploration trenches in the El Huato anomalous zone.

The breccia pipe is emplaced into a sericite altered porphyritic

hornblende diorite with outcropping copper oxides mineralization

o Barbasco 1: covers an approximate area of 4km2. Soil

geochemistry indicates a copper anomaly of about 1,500 x 1,250m

with peak rock chips yielding copper values of up to 0.2% at

surface in altered diorite porphyry with porphyry related stockwork

and sheeted gold-quartz veins cut by magnetite gold-quartz

veinlets and quartz-pyrite-sericite “D” veins

Early Stage Major Copper-Gold Porphyry Complex


LINDEROSHigh Grade Gold at-Surface Mineralization Discovery

▪ Located SW in the Province of Loja, near the Peru border,

included in a block of four contiguous concessions totaling

14,317ha

▪ Results of 2018 drilling campaign include the following select

intervals(1):

o 5.94m @ 10.78 g/t Au (included in 28.8m @ 2.56 g/t Au)

o 7.80m @ 5.25 g/t Au (included in 19.6m @ 2.27 g/t Au)

▪ Initial 5 hole drill test confirms mineralization and assesses

preferred drill orientations

▪ Results of 2017 trenching campaign, better intercepts

include(2):

o 21.0m @ 18.5 g/t Au

o 20.0m @ 14.3 g/t Au

o 18.2m @ 14.7 g/t Au


Portovelo Mill & Plant (Ecuador)

▪ Largest fully permitted Carbon-in-Pulp (“CIP”) plant currently operating in

Ecuador

▪ Nameplate capacity of 2,000tpd

▪ Plant optimization work scheduled for 2019 provides for potential increase

in throughput and recoveries

▪ Processes all material from Dynasty Goldfield

PAGE 15

Vista Gold Plant (Peru)

▪ Construction complete on new CIP facility and commissioning for

commercial production completed

▪ Head grades average 17.7 to 24.4 g/t gold

▪ Vista Gold Plant has a permitted capacity of 350tpd and a nameplate

capacity of 150tpd(1)

▪ Permitted processing capacity up to 127,000tpa located in strategic close

proximity to gold producer regions

▪ Titan has operated gold toll treatment plants in Peru for over eight years

▪ Infrastructure and key personnel well equipped to expand

PRODUCTION ASSETS

Core Asset Titan Asset


▪ Coriorcco Gold Project hosts a significant vein swarm with multiple veins >1.2m widths at surface

▪ Strong stand-alone development potential post favourable drilling and resource definition work

▪ Potential to deliver low-cost feed to the Vista Gold Plant which would give the Company leverage on margins in a market with a rising gold price

CORIORCCO GOLD PROJECT

▪ Peak rock chips from historic underground sampling(1) include better results

of:

o 59.6 g/t gold over 1.4m and;

o 57.2 g/t gold over 1.1m, true widths on Veta 6 development

o 34.2 g/t gold over 1.0m and;

o 16.3 g/t gold over 1.3m true widths on Veta 3 development

Drill ready targets with early

development potential

Extensive Epithermal Gold Vein Mineralisation


Las Antas Gold Project

▪ Early stage gold exploration project, located 80km east of the Vista Gold Plant

▪ Potential for bulk tonnage, disseminated (high sulfidation) style gold

mineralization

▪ Located within a region of high-grade gold & silver vein style mineralization

(i.e. adjacent Coriorcco project)

▪ Hosted in the same volcanic sequence that hosts major deposits in southern

Peru including the Ares Mine and the Antapite Mine

LAS ANTAS GOLD PROJECT

▪ District scale exploration datasets include surface

geochemistry and IP geophysics

▪ Last actively explored in 2013

▪ Previous exploration abruptly ceased with change

of focus and market conditions

▪ Historical exploration yielded an under-drilled, well

developed target for drill assessment

Early Stage, High Sulphidation Bulk Tonnage Gold Target


Next StepsA highly experienced team with strong backing and sophisticated

shareholder base to support and unlock value for all shareholders


PROFORMA COMPANY: STRUCTURE, CAPITALISATION & ASSETS

Assets Board of Directors

Michael Hardy

Non-Executive

Chairman

Laurence Marsland

Managing Director

Nick Rowley

Non-Exec Director

Matthew Carr

Executive Director

Core Nominee

Core Nominee

Core Nominee

DYNASTY GOLDFIELD PROJECT

▪ Indicated Resource: 991koz Au (6.6Mt @ 4.7 g/t Au)

▪ Inferred Resource: 1.1Moz Au (7.8Mt @ 4.4 g/t Au)


▪ 100% held epithermal gold vein project with 2,000ha area

▪ Early stage epithermal gold project, 80km E of Vista Plant

COPPER DUKE PROJECT

▪ Early stage major copper-gold porphyry complex

LAS ANTAS GOLD PROJECT

▪ Early stage, high sulphidation bulk tonnage gold target

LINDEROS GOLD PROJECT

▪ Early stage, high-grade gold discovery by Core in 2017

ZARUMA PROJECT

▪ Legacy project with previous production and >5Moz

historical production in the district

PORTOVELO GOLD PLANT

▪ Largest fully-permitted operating CIP plant in Ecuador

▪ Cash flow generating asset in Ecuador

VISTA GOLD PLANT

▪ CIP gold plant licensed for 350tpd operations and

nameplate capacity of 150tpd in current operation

▪ Average head grades range 17.7 to 24.4 g/t gold

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Shareholder Ownership (1)

Proforma Titan Ownership by

Core Shareholders: 57%

Proforma Titan Ownership by

Current Titan Shareholders: 43%

(1) Based upon exchange rate of 2.5 Titan shares for each

Core share, and 166.9M Core shares currently outstanding


OFFER INFORMATION AGENT

Information Agent

If you have any questions regarding the offer made by Titan, please call Gryphon Advisors Inc., the Information Agent for the

offer, at:

Outside North America Call Collect: 1.416.661.6592

Toll Free (North America): 1.833.461.3651

Email: [email protected]

Facsimile: 1.416.214.3224

North American Toll-Free Facsimile: 1.877.218.5372

Titan’s offer will remain open for acceptance until 9:00 a.m. (Toronto time) on 14 January 2020, unless the offer is

accelerated, extended or withdrawn.

mailto:[email protected]


PROFORMA ASSET OVERVIEW

(1) As per Core Gold Inc ("Core") filing on SEDAR dated 7 May 2019 for the NI 43-101 Technical Report titled

“Dynasty Goldfield Project, Celica, Loja Province, Ecuador” dated 6 May 2019 and effective 31 December

2018

APPENDIX: FOOTNOTES

DYNASTY GOLDFIELD

(1) As per Core filing on SEDAR dated 7 May 2019 for the NI 43-101 Technical Report titled “Dynasty Goldfield

Project, Celica, Loja Province, Ecuador” dated 6 May 2019 and effective 31 December 2018

(2) The information in this document relating to Mineral Resource Estimates for the Dynasty Goldfield Project is

a foreign estimate and is not reported in accordance with the JORC Code, A competent person has not

done sufficient work to classify this foreign estimate as a mineral resource in accordance with the JORC

Code and it is uncertain that following further exploration work that this foreign estimate will be able to be

reported as a mineral resource in accordance with the JORC Code.

PRODUCTION ASSETS

(1) As per Titan press release dated 27 May 2019

LINDEROS

(1) As per Core press release dated 26 November 2018

(2) As per Core press release dated 30 November 2017

COPPER DUKE

(1) As per Core press release dated 14 January 2019

(2) As per Core press release dated 8 February 2007

COMPANY SNAPSHOT

(1) As at 30 June 2019, Reported Quarterly Cash position plus completion of A$6M private placement on 5

August 2019

OFFER SUMMARY

(1) Price as of 25 June, Titan’s last trading day prior to announcing its intent to make this offer

(2) Bank of Canada exchange rate as of September 13, 2019

(3) Market data as of 2 October 2019


(1) As per Titan press release dated 26 September 2019

TITAN ASSET OVERVIEW

(1) As per Titan press release dated 27 May 2019

(2) As per Titan press release dated 26 September 2019

(3) As per Titan press release dated 14 January 2019

OFFER TO ACQUIRE CORE GOLD

(1) Refer to Titan Takeover Bid Circular filed on SEDAR on 30 September 2019

LEADERSHIP: BOARD & EXECUTIVE TEAM

Source: Bloomberg, company filings, public disclosure

(1) Based on Galaxy and Dundee Precious Metal’s closing prices on 22 February 2019

PROFORMA COMPANY – STRUCTURE, CAPITALISATION AND ASSETS

(1) Based upon exchange rate of 2.5 Titan shares for each

Core Gold share, and 166.9M Core Gold shares currently outstanding

NOTES TO MINERAL RESOURCES & COMPETENT PERSON STATEMENT

Mr Travis Schwertfeger confirms that the technical information in this release and information provided in this

document relating to the Mineral Resource Estimate for the Dynasty Goldfield Project is based on information

contained in the ASX announcement titled "Corporate Presentation May 2019" dated 13 May 2019

("Announcement").

Pursuant to Listing Rule 5.13, Titan confirms that it is not in possession of any new information or data in respect to

the Dynasty Goldfield Project and the supporting information provided in the Announcement continues to apply and

has not materially changed.

Pursuant to the requirements of Listing Rule 5.12.9, the Company provides the following cautionary statement:

• The Mineral Resource Estimates for the Dynasty Goldfield Project is not reported in accordance with the JORC

Code 2012.

• A competent person has not done sufficient work to classify the foreign estimate as mineral resources in

accordance with the JORC Code 2012.

• It is uncertain that following evaluation and/or further exploration work that the foreign estimates will be able to

be reported as mineral resources or ore reserves in accordance with the JORC Code 2012.

The information in this release that relates to Exploration Results of Titan and Foreign Resource Estimate is based

on information compiled by Mr Schwertfeger, who is a Member of the Australian Institute of Geoscientists and is

Titan’s Chief Geologist. Mr Schwertfeger has sufficient experience relevant to the style of mineralisation and type

under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in

the 2012 edition of the JORC Code. Mr Schwertfeger consents to the inclusion in the report of matters based on his

information in the form and context in which it appears.

FOREIGN RESOURCE ESTIMATE, DYNASTY GOLDFIELD PROJECT

Grade Contained Grade Contained

Tonnes

(t)

Gold

(g/t)

Gold

(oz)

Silver

(g/t)

Silver

(oz)

Indicated 6,622,000 4.65 991,000 36 7,673,000

Total

Indicated6,622,000 4.65 991,000 36 7,673000

Inferred 7,824,000 4.42 1,113,000 36 9,151,000

Total Inferred 7,824,000 4.42 1,113,000 36 9,151,000

Laurence MarslandManaging Director

[email protected]

www.titanminerals.com.au

CONTACT US

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